2002 C3-warrants of F-Secure Corporation will be consolidated into 2002 C1/C2-warrants on October 31, 2007. After that the name of the warrants will be F-Secure Corporation 2002 C1/C2/C3 warrants and the ISIN-code F10009610190. F-Secure Corporation has applied for listing of additional batch of 2002 C1/C2-warrants on the main list of Helsinki Exchange after the consolidation. Helsinki Exchange has decided on October 24, 2007 that the trading with 2002 C1/C2/C3-warrants of F-Secure Corporation will commence on November 1, 2007. On September 17, 2003 the Board of Directors of F-Secure Corporation decided to apply for listing of the warrants of the F-Secure 2002 Option Plan on the main list of the Helsinki Exchanges according to the beginning of each categories' exercise time. In connection with the 2002 Option Plan, a total of 5.5 million warrants were issued which are divided into categories A, B and C and these respectively into categories 1, 2 and 3. In connection with the 2002 Option Plan, a total of 559,058 C1-warrants have been distributed to 8 warrant holders, a total of 236,717 C2-warrants have been distributed to 72 warrant holders and a total of 329,066 C3-warrants have been distributed to 61 warrant holders. Each C1/C2/C3-warrant entitles holders to subscribe for one F-Secure share at a price of EUR 1,60. The subscription time for C1-warrants began on November 1, 2005, for C2-warrants on November 1, 2006 and will begin for C3-warrants on November 1, 2007. The subscription time for C1/C2/C3-warrants will end on December 31, 2008. In aggregate the C1-warrants entitle holders to subscribe for 559,058 shares, the C2-warrants for 236,717 shares and the C3-warrants for 329,066 shares. Trading with the C1/C2/C3-warrants of F-Secure Corporation 2002 Stock Option Plan will commence on the Helsinki Exchanges on November 1, 2007. The basic information of C1/C2/C3-warrants is as follows: Trading code: FSC1VEW702 ISIN-code: FI0009610190 Subscription ratio: 1 (FSCIVEW402): 1 (FSCIV) Subscription price: 1,60 EUR / share Subscription period: 1.11.2005/2006/2007 - 31.12.2008 Number of warrants: 1,124,841 F-Secure Corporation Kimmo Alkio CEO ENCLOSURE F-Secure Corporation Stock Option Plan 2002 I TERMS AND CONDITIONS OF STOCK OPTIONS 1. Number of stock options F-Secure Corporation (hereinafter also the “Company”) will issue 5,500,000 stock options that entitle to subscribe for 5,500,000 Company shares. 2. Issuing of stock options, deviation of pre-emptive rights The stock options are to be issued in the Finnish book-entry system. All stock options shall be issued initially to an account of the Company's subsidiary (“the Subsidiary”) defined by the Board of the Company ("the Board"). The stock options will remain under the control of the Subsidiary so that the share subscription price of the stock option series will not be defined. Stock options in the account of the Company's Subsidiary are considered as part of the total Company's and the Group's stock option pool ("Stock Option Pool"). The Subsidiary or any other subsidiary controlling the stock options may not subscribe for shares in the Company by virtue of the stock options and the distribution of the stock options are regarded to remain under the Company's full control and disposal. The Company has the right to transfer the Stock Option Pool to another subsidiary. From the Stock Option Pool the stock options can be distributed in due time before the subscription time for the shares has ended in accordance with the decisions taken by the Board. The stock options will be distributed as part of the Group's employee incentive program to the members of Board of F-Secure Corporation and Group companies, other officers and key persons as defined by the Board. In these stock option terms there is a description in detail of the schedule of distribution and the consequent title of and use of the various stock option series. Part of the stock options can be distributed to an account of another subsidiary wholly owned by F-Secure Corporation. From the account of this subsidiary the stock options can be distributed later on to the members of Board of F-Secure Corporation and Group companies, other officers and key persons as defined by the Board, and its subsidiaries following the general guidelines of the Group's incentive program. A deviation from the pre-emptive rights of the Company's shareholders in the initially issuing of stock options to the Subsidiary and later in distributing the stock options is proposed for the reason that the stock options are intended to form part of the incentive program for the F-Secure -Group. Therefore the Board believes that there is a substantial economic reason for the Company to deviate from the pre-emptive rights of shareholders. 3. Right to stock options and entries in the book-entry accounts 5,500,000 stock options are considered as part of the total Company's and the Group's Stock Option Pool, out of which the Board in accordance with the distribution schedule defined in Section I.4. below, distributes stock options. The stock options are to be distributed according to the decisions of the Board to the members of Board of F-Secure Corporation and Group companies, other officers and key persons as defined by the Board. Stock Option Plan 2002 participants will be notified by the Company about the granting of the stock options in the way the Board separately decides. The stock options will be granted free of charge. Acceptance of receiving stock options will take place during a period designated by the Board. The stock options given in the form of book-entries shall be registered in the book-entry account disclosed by the holder no later than the share subscription time in accordance with Section II.2. commences. A legend regarding the restriction generated in accordance with the Section I.5. in these terms below shall be recorded on the book-entry account as a restriction concerning all stock options. 4. The schedule of distribution of stock options and determining of terms A maximum of 5,500,000 stock options shall be distributed from the Stock Option Pool. The Board shall separately decide the amount of stock options belonging to each stock option series right after the distribution period of those stock options has ended. Stock options will be marked with letters and numbers corresponding to the distribution period, name of the series and relevant beginning of the share subscription period (“Vesting Date”) for each sub-category: 2002 A-stock options distribution period May 1 - December 31, 2002 2002A -stock options will be divided into three sub-categories A1, A2 and A3 so, that all sub-categories will entitle the holder to subscribe shares at same share subscription price, but respective Vesting Date takes place with one year interval for each sub-category. The share subscription price and respective Vesting Date will be determined in detailed in Sections II.2.-3. here below. 2002 B-stock options distribution period January 1 - December 31, 2003 2002B -stock options will be divided into three sub-categories B1, B2 and B3 so, that all sub-categories will entitle the holder to subscribe shares at same share subscription price, but respective Vesting Date takes place with one year interval for each sub-category. The share subscription price and respective Vesting Date will be determined in detailed in Sections II.2.-3. here below. 2002 C-stock options distribution period January 1 - December 31, 2004 2002C -stock options will be divided into three sub-categories C1, C2 and C3 so, that all sub-categories will entitle the holder to subscribe shares at same share subscription price, but respective Vesting Date takes place with one year interval for each sub-category. The share subscription price and respective Vesting Date will be determined in detailed in Sections II.2.-3. here below. 5. Prohibition to transfer and obligation to offer stock options Each stock option series and stock option before its respective Vesting Date in accordance with Section II.2. must not be transferred to a third party or pledged without the consent of the Company. The Board grants the consent. The stock options are freely transferable after their respective Vesting Date. Should the employment or the association with F-Secure -Group of a stock option holder as a member of Board of F-Secure Corporation or Group companies, or other officer or key person terminate from a reason other than retirement or death before the respective Vesting Date in accordance with Section II.2., the person in question must without delay offer the Company the right to acquire free of charge such stock options. The Board may grant an exception for a special reason. If stock options are returned to the possession of the Company for above mentioned reason and these stock options have not been registered to the book-entry system (it means that none of that series sub-categories respective Vesting Date has not yet taken place as referred in Section II.2.), these stock options will be returned also to the Company Stock Option Pool for distribution on a later date to any other participant in the Company Stock Option Plan 2002. These returned stock options and their respective terms and conditions are determined like all other non-distributed stock options in the Stock Option Pool. In order to ensure compliance with above mentioned the Company shall be entitled, irrespective whether or not the stock options have been offered to the Company, to apply for and to have the stock options referred to herein, transferred from stock option holder's book-entry account to a book-entry account of the Company or to an account designated by the Company. The Company has also right to have this prohibition to transfer term registered to the book-entry system. II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION 1. Right to subscribe for new shares Each stock option entitles its holder to subscribe for one (1) share in F-Secure Corporation with an accountable par value of the share of one cent (0.01 euros). Pursuant to the subscriptions the share capital of F-Secure Corporation may increase by a maximum of 55,000 euros and the amount of the Company shares may increase by a maximum of 5,500,000 new shares. 2. Subscription for shares and payment The date, when the share subscription period begins (Vesting Date) for each first sub-category of each stock option series is one (1) year and one (1) month after the period for the determination of the subscription price for that stock option series has ended. Respectively the second sub-category Vesting Date is two (2) years and one (1) month and the third sub-category Vesting Date is three (3) years and one (1) month after the period for the determination of the subscription price for that stock option series has ended, i.e: Series / Sub-Category Vesting Date 2002 A-series: sub-category 2002A1 November 1, 2003 sub-category 2002A2 November 1, 2004 sub-category 2002A3 November 1, 2005 2002 B-series: sub-category 2002B1 November 1, 2004 sub-category 2002B2 November 1, 2005 sub-category 2002B3 November 1, 2006 2002 C-series: sub-category 2002C1 November 1, 2005 sub-category 2002C2 November 1, 2006 sub-category 2002C3 November 1, 2007 The right to subscribe for shares with all the stock options ends December 31, 2008. Shares can be subscribed at the head office of F-Secure Corporation and/or possibly in another venue according to the instructions specified by the Company and according to instructions and regulation concerning the book-entry system valid at the time of share subscription. Payment of shares subscribed for will be remitted by the subscriber upon subscription. The stock option used for share subscription will be removed from the subscriber's book-entry account. The Board approves the subscriptions for shares with the stock options. 3. Subscription price Subscription price of a share for each series is the weighted average price of the Company's shares quoted on the Helsinki Exchanges during following periods: 2002 A-series: July 1, 2002 - September 30, 2002 2002 B-series: July 1, 2003 - September 30, 2003 2002 C-series: July 1, 2004 - September 30, 2004 The weighted average price shall be established on the basis of trades in the share made on the Helsinki Exchanges during the said period calculated as a fraction of the monetary value and the number of shares traded, and the result rounded to nearest ten (10) cents. In any event, the share subscription price, as determined in accordance with the provisions here above may not be lower than the accountable par value of the share. 4. Registration of shares The shares subscribed for and fully paid will be registered in the subscriber's book-entry account. The Company shall approve share subscriptions in regular meetings of the Board. Increases in share capital pursuant to the approved subscriptions will be brought without delay to the Trade Register as well as the new shares will be brought into the public trading along with the Company's existing and publicly traded shares. The Board of the Company is not obliged to approve a subscription for shares made after the end of preceding accounting year before the annual general meeting of the Company. 5. Shareholder rights The shares subscribed for on the basis of the stock options will be eligible for dividend with respect to the financial year in which the share subscription takes place. Other shareholder rights will commence upon the date of the entry into the Trade Register of the share capital increase. 6. Share issues, convertible bonds, bond loans with stock options and stock options before share subscription 6.1. Bonus issue Should the Company, prior to the subscription for the shares with the stock options, increase its share capital through a bonus issue, shall the subscription price and the subscription ratio be amended as follows: The new subscription price = subscription price before the bonus issue * the number of shares before the bonus issue divided by the number of shares after the bonus issue The new number of shares to be subscribed by a stock option = the number of shares to be subscribed by a stock option * the number of shares after the bonus issue divided by the number of shares before the bonus issue Should the Company, prior to the subscription for the shares with the stock options, change its share capital without changing the number of shares, shall it not influence the subscription for shares with the stock options. 6.2. Change of the number of shares without changing the share capital Should the Company, prior to the subscription for the shares with the stock options, change the number of shares without changing the share capital, shall above in Sections 6.1 mentioned formulas concerning the change of subscription price and the number of subscribed shares by a stock option apply. 6.3. Share issue and issuing of convertible bond or stock options Should the Company, prior to the subscription for the shares with the stock options, increase its share capital by a new share issue or an issue of new convertible bonds, stock option loans or stock options by retaining the pre-emptive rights of the shareholders, the stock option holder shall have the same or equal rights as the shareholder. The equality is maintained in the way determined by the Board by amending the number of shares available for subscription with the stock options, the subscription price or both. In the event the number of share to be subscribed for with the stock options would become a fraction, the fraction shall be taken into account by reducing the subscription price. 7. Rights of the holder of the stock option in certain special circumstances Should the Company, prior to the subscription for the shares with the stock options, reduce its share capital, shall stock option holder's subscription right be amended respectively in the way specified in the decision concerning decreasing of share capital Should the Company, prior to the subscription time for the shares with the stock options ends, be wound up or convert from public limited company into private limited company, the stock option holder will be given an opportunity to exercise the share subscription right during a period to be determined by the Board. Should the Company, prior to the subscription time for the shares commences, be set in the state of liquidation, the stock option holder will be given an opportunity to exercise the share subscription right during a period to be determined by the Board. Should the Company, before the end of the share subscription period, make a resolution to acquire its own shares with an offer to all the shareholders, the Company will be obliged to make an equal offer to the holders of the stock options. The equality is maintained in the way determined by the Board by amending the number of shares available for subscription with the stock options, the subscription price or both, or in the way that a stock option holder will be given an opportunity to exercise the share subscription right during a period to be determined by the Board and before the acquisition of own shares begins. If the Company acquires its own shares in any other manner, no measures will need to be taken in relation to the stock options. Should the Company resolve to become merged with another company or to merge with another company so as to form a new company or to be divided, the Company or the company in which the Company is merged to or the new company to be formed in the merger (conditionally), shall that company's board be entitled to decide to offer the stock option holders a right to exchange stock options into corresponding stock options in accordance with the same entitlements as shareholders are offered. Should the exchange of stock options be offered, shall the stock option holder have no right to demand the redemption of stock options regulated in the Finnish Companies Act. In addition, the Board shall determine whether to offer the stock option holders the opportunity to subscribe for the shares prior to the merger or division during a period determined at that time by the Board. After this period the right so subscribe for shares with the stock options will be void. Should the Company change the nominal value of the share while the share capital remains unchanged, the subscription terms shall be amended so that the aggregate nominal value of the shares to be subscribed with the stock options and aggregate subscription price will remain unchanged. Should a shareholder's (“Redeemer”) holding before subscription for shares reach or exceed the triggers set in the Finnish Companies Act (Sections 14, paragraph 19) or in Finnish Securities Market Act (Chapter 6, paragraph 6) of the Company's shares generating duty to redeem to this shareholder, shall stock option holder offer his stock options to the Redeemer with applicable same or equal rights as the shareholders have. Should the Redeemer in connection with the public offer decide primarily to offer the stock option holder new corresponding stock options with similar or related and economically same or comparable terms to the terms of this program, shall stock options of this stock option program become void after one month from the offer of new stock options made by Redeemer subject to that the issuing of the new stock options commences during two (2) months from above mentioned offer. Stock options which share subscription time has commenced can be used for share subscription up to date when stock options will be void. Stock options will be void only, if an independent investment bank chosen by the Board has given a statement concerning economic reasonability of the new offered terms for the stock option holders. Should the Redeemer not to redeem stock options or offer in the above mentioned way its new stock options in three (3) months time from the registration date with the Trade Register of the right or duty to redeem as stated in Chapter 14, paragraph 19 of Companies Act, or from the date when the Company board became aware of the duty to redeem in accordance with the Finnish Securities Market Act (Chapter 6, paragraph 6), shall the stock option holder immediately have the right to subscribe for shares with all stock options in one month's time regardless whether subscription time with the stock options have started. After this there is no subscription right. Should the public listing and trading of the shares of F-Secure Corporation cease in the Helsinki Exchanges, the stock option holder will be given an opportunity to exercise the share subscription right before de-listing of the Company's shares during a period to be determined by the Board. After the de-listing the right to subscribe for shares will be void. Should the stock option holder have right to exercise the right to subscribe for shares on the basis of b, c, e, g or h above in situation where the subscription price for stock options will not be possible to determine, the stock options will not have the subscription right in this kind of a situation and stock options will be void. 8. Governing law and dispute resolution These terms and conditions are governed by the laws of Finland. Disputes arising in relation to these stock options will be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce by use of one arbitrator. 9. Other matters The Board shall resolve on other matters related to the stock options and subscription for shares. The Board may make amendments to these terms provided that they do not substantially alter the terms. Any benefit derived from the stock options under this Stock Option Plan will not be pensionable. If a stock option holder breaches these terms, stipulations of the Company and/or law and authority regulations, the Company has the right to redeem free of charge all stock options of the option holder which have not at the time of the breach been transferred or used for share subscription. Notice on employment contract by the option holder alone is not regarded as a breach as described herein. In the event of conflict between the Finnish and English versions of these terms of the Stock Option Plan 2002, the Finnish version of the terms shall prevail. The Company interpretation of these terms will be decisive. Any notices relating to this Stock Option Plan 2002 may be sent by the Company to the stock option holder by post or e-mail. If the stock options have been separately listed on a stock exchange, may the Company submit notice by means of a stock exchange release. The documentation for the stock options may be viewed at the Company's head office in Helsinki. Additional information: F-Secure Corporation Taneli Virtanen, CFO tel.358 9 2520 5655 http://www.f-secure.com/f-secure/investor_relations/option_programs.html DISTRIBUTION Helsinki Exchanges Main media
2002 C3-warrants of F-Secure Corporation consolidated into 2002 C1/C2-warrants and listed
| Source: F-Secure Oyj